WWE submitted a Form 8-K to the United States Securities & Exchange Commission on Jan. 11.
The document again reports the written consent Vince McMahon executed last Friday to remove three members of the WWE Board of Directors, replace them with himself and two former associates loyal to him, and change the company bylaws to ensure his approval would be required for any media rights deals or the sale of the company.
The written consent is the basis for the investor lawsuit filed against McMahon today, by the way.
Mostly, the filing confirms what we already know about Vince’s comeback, which led to his regaining the Executive Chairman position on the board, and the resignation of co-CEO Stephanie McMahon. Among what’s confirmed is that the two independent directors who resigned after the written consent went into effect — Ignace Lahoud and Man Jit Singh — did so because they opposed the elder McMahon’s return:
“While Messrs. Lahoud and Singh agreed with the Board’s decision to explore the Company’s strategic alternatives, they did not agree with Mr. McMahon’s return at this time.”
There was plenty of informed speculation about Lahoud and Singh’s exits, mostly based on Lahoud’s role on the board’s audit committee and Singh’s as, among other things, lead investigator into Vince’s hush money and sexual misconduct scandals. But now we know.
We also know that the majority of the current board are company employees. WWE “has elected to avail itself of the ‘controlled company’ exemption from the listing requirement under the rules of the New York Stock Exchange that a majority of the board of directors consists of independent directors.” WWE “anticipates” it won’t need the exemption after Jan. 30. The stated reason is that they plan to name more outsiders to the board by then. Could anything else happen by the end of the month that would make it so Vince doesn’t have to comply by NYSE rules?
Regardless, the K-8 does disclose Shane McMahon’s most recent compensation. Even though he was sent home after January’s Royal Rumble — the only match he worked last year — Shane was paid $828,000 as an independent contractor in 2022.
Not sure what you should do with that information, but there it is.